Audit Committees in the United States are facing increased demands from many quarters in 2015, which expand their responsibilities, expose them to greater shareholder and regulatory scrutiny and potential liabilities.

This Legal Update focuses on three issues that should be considered by Audit Committees of public companies in 2015: (i) Internal Investigation Privilege and Confidentiality, (ii) Expanding PCAOB-Mandated Rules for Audit Committees, and (iii) Continued ISS Corporate Governance Scrutiny of Audit Committee Members.

On September 22, 2008, the Board of Governors of the Federal Reserve System (Board) released a policy statement (Policy Statement) that liberalizes to some extent the ability of investors to make noncontrolling equity investments in US commercial banks and bank holding companies (BHCs) (collectively “banking organizations”).

Prior to its 2005 Securities Offering Reform initiative, the
SEC's rules limited the amount of securities that could be
registered under certain shelf registration statements to an
amount that, at the time the registration statement became
effective, was reasonably expected to be offered and sold
within two years from the initial effective date of the
registration statement.

The United States District Court for the Southern District of New York recently held in CSX Corporation v. The Children’s Investment Fund Management (UK) LLP, et al, (08 Civ. 2764 (LAK) June 11, 2008),1 a case involving the proxy fight between two investment fund families and CSX Corporation, that the funds had violated Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), by failing to disclose beneficial ownership of CSX shares in which the funds had economic i

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